Advertisers Service Agreement
This agreement is between you, The Advertiser (“Advertiser”, “you” or “your”); and CLICKSURE LIMITED registered in Mauritius as a Limited Company trading as ClickSure[.com] with a register office at Address: ClickSure Limited, 10th Floor, Standard Chartered Tower, 19 Cybercity, Ebene, 72201, Mauritius with a registered company number C114013304 ("ClickSure" "ClickSure.com" "us" or "we").
- ClickSure.com is a Technology Platform which seeks to introduce advertisers and distributors of products to affiliate marketing companies and individuals for the purpose of promoting the advertisers or distributor’s products and services.
- ClickSure.com Technology is run on a self-service basis.
- The Advertiser is a merchant, product owner or service provider that wishes to access the ClickSure.com Technology platform to promote a product or service for themselves or a client they work alongside.
- The Advertiser will enter into a separate arrangement with the affiliate to set out its specific requirements in relation to the brand and advertising policies the contents of which the Advertiser is responsible for.
- ClickSure.com will provide access to its platform to the Advertiser and the Advertiser shall utilise the platform on the terms and conditions of this agreement.
The capitalised terms in the Agreement shall be defined as follow;
|Affiliate||A marketing affiliate who is signed up to the ClickSure.com platform and agrees to promote the Advertisers products and/or services.|
|Advertiser||An individual or business that chooses to promote either their own products and/or services on the ClickSure.com platform in accordance with these terms and agreements.|
|Advertiser-Affiliate Agreements||This references a set of terms and conditions acknowledge by an Affiliate and set by you which includes but is not limited to; Payment Terms, Advertising Policies, Product Claims, Disclosure Agreements and Promotional Limitations.|
|Campaign||A Campaign created by the Advertiser inside the ClickSure.com platform to promote a specific product and/or service.|
|Fees, Advertiser Fees or ClickSure Fees||Advertiser or ClickSure Fees are the sum payable to us, calculated on each tracked action as set out in clause 22.|
|Payout Rate||The Payout Rate is the rate of commission, either a fixed sum or calculated as a percentage of the value of the proceeds of each sale, which you agree to reward affiliates following completion of each sale/tracked action generated by the affiliate. You may set a default rate payable to all affiliates as well as set a Private Affiliate Payout for specific affiliates on the ClickSure.com platform|
|Private Affiliate Payout||A Private Affiliate Payout is a commission set by you and given to a specific affiliate which has not been advertised to all affiliates.|
|Refunds and Chargebacks||The amount repayable when the customer returns the Advertiser’s item or the Advertiser’s processing company claws back the transaction for any reason, including but not limited to, for investigation or fraudulent activity.|
|Tracking Codes/Pixel||This is the programming code ClickSure requires to be added to your ‘order successful’ process.|
2.1 This Agreement shall come into force when the Advertiser clicks on the ‘Create My Advertiser Account’ button on the sign-up process and shall remain in effect unless terminated in accordance with clause 2.2 or any breach of this agreement by the Advertiser.
2.2 Either party may terminate this Agreement upon giving at least thirty (30) days prior written notice to the other party to terminate the Agreement.
2.3 Following termination, all traffic will be redirected from the Advertisers Campaigns to the website of another Advertiser in the ClickSure.com platform or directly to the ClickSure.com website and the provisions of clause 18 will apply.
2.4 To become an advertiser you must provide the following information;
2.4.1 Username: A unique identification for our platform. This will be used in affiliate links.
2.4.2 Password: To access the system. Your password should be kept secure at all times.
2.4.3 First Name: Your first name (or given name) as it is on your birth certificate or similar identification. Nicknames or pseudonym are expressly prohibited.
2.4.4 Last Name: Your surname (or family name) as it is on your birth certificate or similar identification. Nicknames or pseudonym are expressly prohibited.
2.4.5 Email Address: A valid contact e-mail address that you control.
2.4.6 Country: Your country of residence.
2.4.7 Mobile: A valid mobile phone contact number that you control.
2.4.8 Account Holder Name: A company or payee name that is on your bank account
2.4.9 Address: Your full, valid address containing the state/county and postal code of your current residence
2.4.10 Date of Birth: Your date of birth, as identified on your birth certificate or similar identification.
2.5 If the Advertiser is accepted into the ClickSure platform, all the information that you provide in clause 3.1 must be accurate and true to your knowledge at the time of submission. It is the sole responsibility of the affiliate to keep all user account information up to date. Failure to provide accurate information may result in account termination as outlined in clause 18.
2.6 Approval and acceptance of an Advertiser is at the sole discretion of ClickSure and ClickSure reserves the right to refuse applications. The Advertiser hereby consents to ClickSure using the Advertiser’s details and Personal Data for the purposes of carrying out any checks that it considers to be necessary to confirm the identity of the Advertiser, its suitability for (and the suitability of the Advertiser’s Website/s) for the ClickSure Program and any other matter which is connected to the Advertiser’s application and, where subsequently accepted by ClickSure, is connected to its activities and role as a ClickSure Advertiser.
2.7 If the Advertiser is accepted into the ClickSure platform they will required to completed Know Your Customer (KYC) validation. This involves the submission of 2 forms of valid compliances documentation from the following lists (1 from each);
2.7.1 Photo Identification
126.96.36.199 Driving Licence
188.8.131.52 Government Issued Identification Card
2.7.2 Address Verification
184.108.40.206 Utility Bill (on letter headed paper and dated within the last 3 months)
220.127.116.11 Bank Statement (on letter headed paper and dated within the last 3 months)
18.104.22.168 Company Registration Document (if payments will be made of a company instead of an individual)
2.8 KYC Documentation is held privately by ClickSure and will be reviewed and assessed by our compliance teams who have full discretion on evaluating whether documentation provided is both genuine and accepted. ClickSure reserves the right to request further documentation in any specific Advertiser’s case.
2.9 Advertisers will also be required to provide a billing address when uploading KYC documentation, the billing address can be for an individual or company but must match the address on the documentation provided in 2.7. This address will be verified by the ClickSure team
2.10 This document references the Advertiser-Affiliate agreement which you should also read and accept before listing Campaigns on the ClickSure Platform. You can view this document here
3.1 In consideration of the payment of the Advertiser Fees to us, we will permit access to the ClickSure.com platform subject to the terms and conditions set out in this Agreement.
3.2 Subject to the terms of this Agreement, you will be permitted to link to a specified page hosted by you containing advertising and marketing materials for use by Affiliates in the promotion of your products. You agree to be solely responsible for the contents of this page and the manner in which they are used by the Affiliates to promote your products and/or services.
3.3 You agree not to do any one or more of the following activities:
3.3.1 Link to any website that contains or promotes, any of these types of content: libellous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking or wares, or anything similar to or a variation of, the above;
3.3.2 Violate any applicable privacy laws regarding physical or digital data/records; and/or
3.3.3 Engage in any illegal activity of any type;
3.3.4 Offer any goods or services which are not permitted by law, or link to a website(s) that does so;
3.3.5 Engage in spamming, indiscriminate advertising or unsolicited commercial e-mail or break other applicable laws regulating commercial e-mail and digital communications;
3.3.6 Introduce directly any virus, malware, worms, Trojan horses, key-loggers, spyware, or any other software with the intention of damage the property of others or breaking any applicable information security laws.
3.3.7 Distribute, sell, leak or in any way distribute data which you are in possession of without the express consent of the information owner including data obtained via your ClickSure.com Advertiser account.
3.4 ClickSure may not review all content on Your Website. You will remain solely responsible for your website content and the goods and/or services promoted and/or sold from that website (including, without limitation, compliance of the same with all applicable laws regardless of your location). ClickSure is not responsible, under any circumstances, for the practices of any specific Advertiser or Affiliate or for the content of their websites, posts, or emails or other communications using the ClickSure.com platform or otherwise, and ClickSure shall have no liability (whether in contract, tort, negligence or otherwise) for the same.
3.5 The Advertiser shall indemnify ClickSure against all costs (including, without limitation, legal costs), claims, losses, damages and awards suffered or incurred by ClickSure in relation to your website content, posts, or emails or similar communications and the goods and/or services promoted and/or sold from your website including, without limitation, any and all claims, losses, damages and awards against ClickSure in respect of non-compliance of your website, its content and/or the goods and/or services marketed and/or sold through it with all applicable laws and;.
3.6 The Advertiser is solely responsible for identifying and verifying the legality and legitimacy of any product and/or service they offer in each specific territory that they choose to promote in. In addition the Advertiser is solely responsible for managing and moderating the geographic origin of all traffic sent to their Campaign on the ClickSure.com platform.
3.7 The Advertiser agrees to notify ClickSure, related Sellers and Affiliates at least fourteen (14) days in advance of any maintenance that may affect its performance on the ClickSure network (including, but not limited to, server upgrades, website content updates and website re-launches).
3.8 The Advertiser ensures they produce and uphold Advertiser-Affiliate Agreements for all their campaigns and that they ensure they agreements include (but are not limited to); Payment Terms, Advertising Policies, Product Claims, Disclosure Agreements and Promotional Limitations.
3.9 The Advertiser acknowledges that ClickSure is a self-service platform and while we may offer support and advice to Advertisers when contacted, you accept full legal responsibility for the products and/or services you link to inside Campaigns as well as the Advertiser-Affiliate Agreements you make to promote them.
3.10 The Advertiser acknowledges that they are responsible for setting the approval process for new affiliates on each campaign they create. Clicksure shall accept no responsibility for unwanted actions and affiliate traffic that comes through an Advertisers campaign(s) based upon the settings the Advertiser has chosen
3.10.1 Clicksure provides three different application restrictions for Campaigns;
3.10.2 Open Campaigns are listed in the marketplace for all Affiliates to access, any Affiliate who takes a link from the market place causes you both to be bound by the Advertiser-Affiliate Agreement.
3.10.3 Apply to Promote campaigns give the Advertiser the control to manually approve each Affiliate who wishes to promote their campaign, any Affiliate the Advertiser approves causes you both to be bound by the Advertiser-Affiliate Agreement.
3.10.4 Campaigns Limited by Trust Score offer a semi-automated way to filter affiliates. Only affiliates that score above the specified value will be allowed to promote you campaigns any Affiliate who takes a link from the market place causes you both to be bound by the Advertiser-Affiliate Agreement. Advertisers acknowledge that Trust Score is a guideline metric generated by a computer algorithm and provided by Clicksure for use on its self-service platform. Clicksure offers no guarantees or confirmation that the results of Trust Score are accurate in the prevention of fraudulent activity or directly correlate to financial success. The Advertiser remains responsible for individuals promoting their campaigns.
3.11 Clicksure provides the facilities to both block and approve individual affiliates from accessing your campaigns. As an Advertiser on a self-service network You acknowledge that you are solely responsible for the management of this resource and that Clicksure accepts no responsibility to additional fee’s incurred through mismanagement of this functionality.
3.12 Advertiser Program Details. The details of Your Program and any Campaigns shall be contained within Your "Marketplace Listing." You must provide ClickSure with a copy of Your Details Page content you link out to prior to Your Program being activated for ClickSures review for consistency with the Network Service. You may revise Your Marketplace Listing, including your domain name, and/or Special Terms and Conditions at any point. Editing Your Marketplace listing may trigger a new review by the ClickSure. Notwithstanding the preceding, nothing contained on Your Marketplace Listing may conflict with the terms and conditions contained in this Agreement and the Affiliate-Advertiser Agreement, and any such conflicting terms and conditions shall be void.
3.13 If You use the ClickSure Marketplace or any ClickSure Services to communicate with Affiliates about Your Products, You agree that all statements or messages communicated by You via the ClickSure Marketplace or ClickSure Services constitute Promotions under this Agreement and are subject to all applicable terms and obligations thereto. Additionally, and without limiting any other restriction contained herein, You will not use the ClickSure Marketplace or ClickSure Services to: (i) make any false or deceptive statement or claim regarding Your Product or sales of Your Product; (ii) offer any Promotions or incentives to Affiliates unless You intend to fulfil such Promotions or incentives; (iii) offer any Promotions or incentives to Affiliates unless You affirmatively state that they are offered only by You and not by ClickSure; or (iv) suggest in any way, whether express or implied, that Your Product(s) are endorsed, approved or sponsored by ClickSure in any way. ClickSure reserves the right to suspend Your ability to use the ClickSure Marketplace or ClickSure Services at any time.
4.1 On each Monday, 10 days prior to your selected affiliate payout date an invoice will be generated that covers the current outstanding costs due to be paid to Affiliates plus the Advertiser Fees as applicable (listed in Clause 22)
4.2 Invoices should be paid by the end of the following business day (Tuesday, 18:00 Mauritius Time) after the generation of the invoice with funds clearing into our (ClickSure’s) bank account no later than the end of the trading business week (Friday, 18:00 Mauritius Time).
4.3 In order to make this process easier for the Advertiser, ClickSure allows you to prefund your account by paying monies into your Advertiser account balance.
4.3.1 Any monies paid into your Advertiser account will be displayed as part of your Advertiser account balance, visible in the ClickSure.com platform minus any sending or receiving fee imposed by either The Advertisers own or ClickSure’s bank or Credit Company which the Advertiser remains solely responsible for.
4.3.2 Invoices generated will then be automatically paid and the relevant amount deducted from your current Advertiser account balance. Invoices paid this way will automatically be marked as settled.
4.3.3 If your Advertiser’s account balance is not high enough to cover an invoice in its entirety the system will automatically at the end of each week, cancel the invoice and generate a new invoice for the previous amounts owed summed with any new amounts owed at the time of invoice.
4.3.4 If, after all invoices have been settled the Advertiser has a positive balance, a refund may be requested and issues subject to admin fees decided upon by ClickSure.
4.3.5 Funds may be transferred from a linked Master Account (please see Master Account Agreement) or by Wire/Bank Transfer in United States Dollars (USD $) to ClickSure. Funds received in an alternative currency to United States Dollars will be converted into United States Dollars at a foreign exchange rate decided upon by either ClickSure or ClickSure’s bank.
4.4 If payment does not clear for an invoice by the aforementioned deadline (the Friday following its generation) the invoice will be considered cancelled.
4.4.1 If an invoice is cancelled the related affiliate payouts for that payment period will not be issued, and the invoice total (both Affiliate Payout amounts and Advertiser Fees) will be rolled over to your next invoice.
4.5 You (The Advertiser) are solely reasonable for the payment of all monies to Affiliates who have promoted your products and/or services through Campaigns on the ClickSure.com platform. Failure to adequately fund your account or delayed payment to either Affiliates for commission Payouts or ClickSure for Advertiser Fee’s may result in suspension or termination of your account. ClickSure reserves the right to use international legal procedures to recover the missing funds plus the funds used in the recuperation process.
4.6 Continued cancellation of invoices (determined at the sole discretion of ClickSure) could result in the redirection of traffic from the Advertiser website to another website deemed suitable by ClickSure, and may result in suspension from the ClickSure platform or termination of the Agreement, in each case all pending commissions/payouts owed to Affiliates and Advertiser Fees and not yet Invoiced by ClickSure for the remainder of the current term of the Agreement are payable to ClickSure within fourteen (14) days of termination.
4.7 A current total of pending Affiliate payouts and expected ClickSure Fees are available in your Advertiser account under the Billing section. Advertisers are expected to use this as an indication (but not final quote or invoice) of the current amount owed on future invoices.
4.8 Upon invoice generation, ClickSure may apply (at our discretion) a discount on the Advertiser Fees charged by the platform based on weekly payout volumes, as per clause 22.
4.9 In relation to all deadlines mentioned in the Agreement, The Advertiser is responsible for accounting for and organising around both local and international bank holidays which may affect payments being made or cleared.
5. Payout Rates and Commission Rates
5.1 As a self-service platform, the Advertiser can adjust both payout terms and affiliate payout rates as they see fit.
5.1.1 ClickSure does not moderate or regulate these changes and you retain sole responsibility for ensuring the information you place on the ClickSure.com platform is accurate and free from errors.
5.1.2 Affiliates who have already tracked an action for any campaign in which a payout is altered will be notified via a message in their account on changes to payout rates or payout terms.
5.2 Any rewards or payments given to Affiliates of ClickSure must be done through the ClickSure.com platform. Payments made to Affiliates outside the ClickSure.com platform will be considered in direct breach of this Agreement. Additional payments to affiliates can be completed in two ways, either via Campaign related incentives or via a Cash Prize.
5.2.1 Campaign related incentives and Private Payout Rates can be added and will be subject to the standard ClickSure fees as illustrated in clause 22.
5.2.2 Cash Prizes can be awarded to affiliates outside of a specific Campaign to an Affiliate at the account level and the Advertiser will be charged a flat ClickSure Fee of 1% for each Cash Prize transaction.
5.3 The Advertiser is solely responsible for setting, maintaining and communicating Payout Terms and Payout Rates to its Affiliates as part of the Advertiser-Affiliate Agreement. It is the Advertisers responsibility to ensure these terms and conditions are both in place and upheld by the Affiliates promoting your Campaigns. ClickSure accepts no responsibility or liability for loss, damages or any costs incurred from failure to complete this process.
5.4 In accordance with clause 13 and clause 4.5, ClickSure will not be responsible or liable for any Affiliate Payouts. These payments remain the sole responsibility of the Advertiser for the duration of time that the Advertisers Campaigns and/or products and services are available for promotion on the ClickSure.com platform. Your Advertiser-Affiliate Agreement clearly states that you are responsible for these fees and any attempt at deceiving or defrauding any Affiliate(s) to this fact will count as a material breach of this Agreement.
6. Preferential Affiliate Treatment
6.1 Apart from Private Rates on the ClickSure.com platform, the Advertiser agrees not to offer preferential public commission rates through any other network or Campaign.
6.2 ClickSure retains the right to increase the Affiliate Payout Rates and Advertiser Fees immediately and without consultation, to match any preferential public commission rates being offered, in relation to the same product or program, by other networks or campaigns. ClickSure will advise the Advertiser of this change and the reason.
6.3 The Advertiser agrees that all monetary awards given to the Affiliate(s) will, without exception, be processed via the methods outlined in Clause 5.2.
7. Fraud, Refunds and Chargebacks
7.1 ClickSure will make every effort to distinguish and stop fraudulent activity however you should make every effort to monitor Affiliate activity yourself and apply appropriate voiding procedures immediately if you feel a fraudulent practice is being used. ClickSure shall have no liability to the Advertiser (whether in contract, tort, negligence or otherwise and howsoever arising) for any losses, costs, claims, damages or awards incurred by the Advertiser in respect of any fraudulent Affiliate activity.
7.2 In the event of any Affiliate fraud, all transactions not paid out to the Affiliate will be reversed, where possible, as determined by ClickSure. In addition, the Advertiser may, without the involvement of ClickSure, attempt to directly recover any payments made before fraud was detected. ClickSure will be relieved of all responsibilities in this regard by the Advertiser. ClickSure also reserves the right to take legal action against the fraudulent companies and/or individuals involved, without reference to the Advertiser.
7.3 ClickSure accepts no responsibility for transactions which ultimately result in Fraud, Refunds or Chargebacks that originate on the ClickSure network.
7.4 All sales will be automatically validated by the ClickSure system at the point of the related invoice being generated. The Advertiser must, without exception, submit all voids and cancellation before midnight on the Sunday (Mauritius Time) before an invoice is due for generation on the following day (Monday).
7.4.1 Void fees will be applicable to all actions that an Advertiser marks as void. These fees will be added to the invoice in the usual manner and are a charged at a flat fee of $1 per action.
7.4.2 At ClickSure’s discretion, void fees may be refunded to cover specific cases of fraud, chargebacks or refunds.
7.4.3 Misuse, deceit or purposeful sabotage of tracking data, as determined by ClickSure, via the use of the void facility counts as a material breach of this Agreement and may result in the immediate termination of your account and this Agreement.
7.4.4 ClickSure reserves the right to restrict the number or percentage of voids processed by the Advertiser on a per campaign bases.
8 Advertiser Website Content and Performance
8.1 For the duration of this Agreement you shall maintain a website and processing uptime of 99% or above in any given week. Without prejudice to our other rights and remedies, a failure to maintain such processing uptime shall give ClickSure the right to terminate this Agreement immediately upon written notice. ClickSure will endeavour to maintain a 99% or above uptime of all link tracking but accept no liability to the Advertiser (whether in contract, tort, negligence or otherwise and howsoever arising) for any losses, costs, claims, damages or awards incurred by the Advertiser in respect a loss of tracking and/or data in the event of downtime.
8.2 ClickSure accepts no responsibility in any way for content featured on an Advertiser’s websites or any website linked to from a Campaign on the ClickSure network, or any other site link to from that Campaign landing page. The Advertiser accepts sole responsibility for ensuring that the content and products/services offered on their sites are legal in the geographical locations that it is being promoted to.
9. Tracking Code Maintenance
9.1 Advertisers will ensure that Tracking Codes are kept in place until this Agreement has expired or has been terminated. The Tracking Codes must remain in place at all points of sale including online, telephone and mail order. In relation to each channel, including (but not limited to) telephone and mail order sales, the Advertiser shall ensure that the Tracking Code is maintained throughout the sale process, to enable the source of the sale to be identified.
9.2 Should the Tracking Code be found to be missing or not submitted to the ClickSure servers at any point of sale, you will be notified by ClickSure and given twenty-four (24) hours to rectify the situation. Without prejudice to ClickSure’s other rights and remedies, failure to do so will entitle ClickSure to suspend your access to the ClickSure.com platform.
9.3 For the period which the Tracking Code is not on the Advertiser’s website or maintained during the sales process for other channels, ClickSure may seek compensation from the Advertiser. Such compensation will be based on any ClickSure costs and any relevant Advertiser Fees together with an average Affiliate’s commission earnings over a 4 week period.
9.4 Failure to maintain the Tracking Code provided, and/or failure to respond to the 24 hour notice period defined in 9.2 will result in the Advertiser being in knowledge breach of this Agreement.
10. Advertiser-Affiliate Agreements & Affiliate Communications
10.1 The Advertiser agrees not to promote other offers not directly related to the Advertiser’s Affiliate program running through ClickSure. This includes the discussion of other networks where the Advertiser may, or may not, have an affiliate program.
10.2 We are not liable or responsible for any communication or the content of any communication between the Advertiser and Affiliates.10.3 The Advertiser shall ensure that no illicit, illegal, offensive libellous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, (or similar) communication or materials are made via the ClickSure.com platform.
10.4 The Advertiser is responsible for the Advertiser-Affiliate Agreement which will be in place between the Advertiser and each Affiliate they choose to allow to promote their Campaigns. These Terms and Conditions should include but are not limited to; Payment Terms, Advertising Policies, Product Claims, Disclosure Agreements and Promotional Limitations.
10.5 The Advertiser is solely responsible for communicating to and ensuring the upholding of any Terms and Conditions that they enter in to with any Affiliates as part of the Advertiser-Affiliate Agreement.
The Advertiser grants to ClickSure and Affiliates, a revocable, non-transferable, royalty free, worldwide license to display and link to their website or website content, and all trademarks, service marks, trade names, and/or copyrighted material and all other intellectual property rights, from each of their websites and/or subscription e-mail, for the limited purposes of promoting their program. This is subject to the terms and conditions of this Agreement. ClickSure will accept no labiality or responsibility from any costs, damages or losses incurred from improper use or distribution of these resources.
The Advertiser shall keep ClickSure indemnified against any costs (including, without limitation legal costs), awards, damages, claims for damages or other claims for compensation arising from: the breach by the Advertiser of any and all applicable laws in all jurisdictions; any claims from Affiliates and customers of the goods and/or services supplied by it and/or sold by it; claims, awards and/or judgements from any authority in respect of the Advertiser’s supply of the goods and/or services and/or website content; the content of the Advertiser’s website or any incorrect information given to ClickSure by the Advertiser; any infringement or potential infringement of any third party’s intellectual property rights. The Advertiser shall also indemnify ClickSure for: any other damages, losses or costs caused by the Advertiser’s improper, negligent or unauthorised use of ClickSure services; technical problems or loss of data caused by the Advertiser on the ClickSure.com website or on any website to which the Advertiser is linked by ClickSure.
13.1 ClickSure shall be liable to the Advertiser for: death or personal injury caused by the negligence of ClickSure; fraudulent misrepresentations made by ClickSure; and/or any other matter that ClickSure cannot by law restrict or exclude.
13.2 Subject to clause 13.1, ClickSure shall not be liable (whether in contract, tort, negligence or otherwise and howsoever arising) for any losses, liabilities, costs, expenses and claims (including but not limited to, direct, indirect or consequential losses, loss of profit, loss of contracts, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses arising out of or in connection with: defects in the service; interruptions in the accessibility to the service; infringements on data or loss of data on the information handling system; defects in the security system or viruses or other harmful software components; any third party deleting, removing, deactivating or tampering with the Affiliate Tracking service or Tracking Codes.
13.3 ClickSure cannot guarantee or warrant the performance of ClickSure services or the links to any other linked websites. Subject to clause 13.1, ClickSure shall not be liable (whether in contract, tort, negligence or otherwise and howsoever arising) for any error in the implementation of the links for the Advertiser’s website or for the specified function of the links.
13.4 ClickSure shall have no liability (whether in contract, tort, negligence or otherwise and howsoever arising) for any delay and/or failure to perform its obligations under this Agreement where such delays and/or failures to perform arise as a result of events beyond the reasonable control of ClickSure including, without limitation, flood, fire, act of government and failures of telecommunications and internet service providers.
13.5 ClickSure shall have no liability (whether in contract, tort, negligence or otherwise and howsoever arising) for any breach or failure of implementation of the Advertiser-Affiliate Agreement by either the Advertiser or the Affiliate(s). This includes but is not limited to Monies owed to the Affiliate by the Advertiser to cover Payouts.
13.6 The Advertiser acknowledges that at all times, without exception that they are responsible for all monies owed to Affiliates who have promoted their products and/or services through a Campaign on the ClickSure.com platform as well as Advertiser Fees owed to ClickSure from those commissions.
13.7 ClickSure provides a Geo-location service as part of the ClickSure.com platform but the results and output of this service are an approximation and ClickSure accepts no liability (whether in contract, tort, negligence or otherwise and howsoever arising) for any costs, fees, or losses occurred from the incorrect allocation of traffic to the wrong location.
13.8 In the event that the Advertiser has configured their campaign in a way that directs traffic to a dead end or recurring loop using Geo-location services or if the Advertisers campaign or account has been suspended or terminated for any reason, ClickSure reserves the right to deliver traffic to a campaign of its choosing via a process labelled the “Default Redirect”. This will usually come in the form of a similar recommend campaign but may not be part of the advertisers own campaigns. The Advertiser will not be entitled to any compensation in any capacity should the Default Redirect be applied to any or all campaigns in their account.
13.9 ClickSure shall have no liability (whether in contract, tort, negligence or otherwise and howsoever arising) for any mistake or error of any kind when configuring campaign settings inside Advertiser accounts. As part of a self-service platform it is the Advertisers responsibility to ensure they have not made any mistakes when configuring payout amounts, deadlines, promotion terms, geographical restrictions, cash prizes, favourable rates or any other campaign settings inside an Advertiser account.
14.1 The Advertiser is responsible for the performance of the goods and services offered on its website, and shall ensure that all goods and services are provided in compliance with all applicable legislation.
14.2 The Advertiser confirms that ClickSure is relying on the Advertiser’s confirmation to comply with all relevant legislation and that the Advertiser is aware there may be commercial consequences if, due to any error by the Advertiser, ClickSure is exposed to investigation or prosecution for the sale or supply of unlawful or non-compliant products.
14.3 The Advertiser confirms it will comply with all marketing and product safety laws in the countries it markets the product in and comply in full with consumer protection legislation.
14.4 The Advertiser confirms it will cover all known product safety laws, marketing regulations, promotion limitations and geographical restriction of sales of its products and/or services in its Advertiser Affiliate Agreements. ClickSure accepts no responsibility for investigations, loss, damages or costs incurred that are a result of Affiliates failing to uphold the Advertiser-Affiliate Agreement.
14.5 The Advertiser confirms that it will review and monitor all affiliate websites and resources that are used to promote its products and/or services.
14.6 ou will notify ClickSure of any regulatory or legal complaints, or threats of such complaints, that You receive in connection with or in relation to a Product or Service your are advertising through ClickSure within two business days of Your receipt of such complaint. You shall assist ClickSure, at Your sole cost and expense, in taking any necessary or appropriate actions reasonably requested by ClickSure to respond to and/or resolve such complaints.
15. Legal Content
15.1 The Advertiser is solely responsible for his/her website and all its contents, and shall ensure that they conform at all times to all applicable laws and regulations of their own jurisdiction and the laws of the Republic of Mauritius.
15.2 NO PROFESSIONAL ADVICE. ClickSure provides professional information (for example, financial, compliance or best practices) for informational purposes only, which should not be construed as legal or accounting advice. You should seek independent professional advice from a person who is licensed and/or knowledgeable in the applicable area before acting upon any information, fact or opinion provided on or through the ClickSure Website Or Services. You understand that ClickSure employees, representatives, and/or agents do not provide advice pursuant to the authority of professional certifications or licenses and You will not treat information provided by our employees, representatives, and/or agents as such. You further understand that by receiving information, facts or opinions on or through the ClickSure Website Or Services, You are not entering into a relationship with ClickSure or its employees, representatives and/or agents that entitles You to client privileges that may be associated with any professional certifications or licenses.
16. Copyright / Intellectual Property
ClickSure owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to the service or software necessary for the service. This includes all programming, creative, artwork and images supplied by ClickSure or on behalf of ClickSure. The Advertiser does not acquire any rights or licences whatsoever under this Agreement.
17. Advertisers Information
17.1 The Advertiser consents to the publication of the Advertiser’s name, web address and all other information provided by the Advertiser on the ClickSure website and to ClickSure sending newsletters and other communications to the Affiliates and using the information given by the Advertiser for marketing purposes. The Advertiser confirms that, in order to enable ClickSure to improve, promote or market the service, ClickSure may produce statistics or summaries relating to the use of the service.
17.2 ClickSure may contact the Advertiser by email, telephone, by post, SMS or via social media network for feedback relating to the service, including any ways in which it might be improved, both for the ClickSure network and for the individual Advertiser. All information collected is confidential and will be used solely for mutual benefit in any campaigns or promotions.
17.3 The Advertiser is aware that under Mauritius law we must hold copies of identity and compliance documents supplied by the Advertiser in their account along with compliance documents relating to any additional billing addresses listed in your Advertiser’s account. ClickSure will take all reasonable and legal steps to protect this information and will release documents only to the relevant authorities under their request.
18.1 ClickSure is entitled to terminate this Agreement immediately at any time following acceptance of the Advertiser onto the ClickSure network if the Advertiser does not meet ClickSure’s requirements, or provide documentation requested by ClickSure or otherwise as ClickSure reasonably determines, including (but not limited to) any malpractice, late payment of commission or Advertiser Fees, or any breach of these terms. ClickSure will provide reasonable notice of such termination where possible.
18.2 Should you (the Advertiser) decide to leave the network, the remaining account balance available in your account will be refunded to you minus any pending invoices and related fees determined at ClickSure’s own discretion.
18.3 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, ClickSure may terminate this Agreement immediately at any time upon written notice to the Advertiser in the event of any one or more of the following:
18.3.1 in the specific circumstances set out in clauses 2.5, 4.5, 4.6, 5.2, 5.4, 7.4, 9.4, and 21.2;
18.3.2 The Advertiser commits a breach of this Agreement;
18.3.3 The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts.
18.3.4 Any event of insolvency occurs, including (but not limited to) the Advertiser being unable to pay its debts, making any arrangements with creditors, a petition for winding up is filed, an administrator is appointed;
18.3.5 The Advertiser suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
18.3.6 The Advertiser website is inoperative; or
18.3.7 There is a change of control of the Advertiser account or related business
18.3.8 ClickSure’s publication of any information, statements, or claims via Sponsored Adverts, Banners and Newsletters does not constitute its endorsement of any Advertiser, Product, or incentive.
18.4 ClickSure may suspend the Advertiser’s access to the ClickSure platform if any of the circumstances which permit ClickSure to terminate in this clause (18) apply.
18.4.1 Following termination of this Agreement, ClickSure has the right to re-direct visitors promoting your campaigns to whatever destination it sees fit.
18.4.2 The Advertiser shall maintain Tracking Codes in place for a minimum of thirty (30) days following termination.
18.5 Any commission or Advertiser fees earned during the notice period will continue to be payable. Advertisers can expect commission levels to drop throughout the notice period.
18.6 The Advertiser shall acquire no rights, following the termination of this Agreement, to use any intellectual property rights of ClickSure (including, without limitation, domain names, any text, images, banners or any other works created by or on behalf of ClickSure).
18.7 If at any point your Advertiser account balance goes into debt we reserve the right to place the account on hold or terminate it completely. The process of invoice generation and billing is outlined in clause 4
18.8 Other than as set out in this Agreement, neither party shall have any further obligation to the other under this Agreement after its termination.
18.9 Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
18.10 Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.
19.1 You or ClickSure may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party. The receiving party agrees to make commercially reasonable efforts, but in no case less effort than it uses to protect its own confidential information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party.
19.2 The receiving party agrees not to disclose or dissipate the confidential information without prior express written consent from the other party in each instance. The term ‘confidential information’ shall not include information that is, or becomes, part of: the public domain through no action or omission of the receiving party; that becomes available to the receiving party from third parties without knowledge by the receiving party of any breach of violation of fiduciary duty, or that the receiving party had in its possession prior to this Agreement.
20. Applicable Law and Jurisdiction
20.1 ClickSure shall not be liable for the legality of the ClickSure service in countries other than The Republic of Mauritius. The Advertiser is solely responsible for the legality of the use of the service if the Advertiser is registered to the ClickSure service from a country other than The Republic of Mauritius or if the Advertiser’s website is on a server in a country other than Mauritius.
20.2 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of The Republic of Mauritius or the laws and statutes on the United Kingdom to be decided at ClickSure’s discretion at the time of the dispute.
20.3 If any dispute arises out of this Agreement the parties will attempt to settle it by a mediation procedure as the parties may agree in writing.
20.4 Your use of the ClickSure platform is irrefutable acknowledgement by you that you have read and agreed to each and every term and provision of this Agreement.
20.5 The Advertiser acknowledge that it is their sole legal responsibility to inform and enforce all geographically applicable laws relating to the sale, promotion and marketing of their products and/or services by Affiliates on the ClickSure network. Any such limitation and laws should be visible in the Advertiser-Affiliate Agreement for each relevant Campaign. ClickSure accepts no responsibility or liability(whether in contract, tort, negligence or otherwise) to repay any sums relating to the breach of the Advertiser-Affiliate Agreement by either parties, or for the failure of the Advertiser to properly research or implement said Agreement.
21.1 ClickSure reserves the right to amend and update this Agreement at any time, by posting written notice of the changes on the ClickSure.com website or in an email/newsletter.
21.2 If you do not accept changes made pursuant to clause 21.1, you will be entitled to terminate by serving thirty (30) days prior written notice to ClickSure. If formal notice of termination is provided within 14 days of the changed terms being issued, the amended terms will not apply during your thirty (30) day notice period.
21.3 The Advertiser shall not assign, transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the ClickSure (such consent not to be unreasonably withheld or delayed).
21.4 ClickSure may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and obligations under this Agreement. ClickSure may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.
21.5 Notwithstanding clause 19, ClickSure may disclose to a proposed assignee any information in its possession that relates to this Agreement or its subject matter, the negotiations relating to it and the other party which it is reasonably necessary to disclose for the purposes of the proposed assignment.
21.6 No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
22.1 ClickSure charges an Advertiser Fee of 10% on all Affiliate Payouts. Example; Advertiser selects to payout $100.00 USD per approved tracked action/sale, ClickSure will issue an Invoice for $110.00
22.2 A weekly discount on Invoice may apply at the discretion of ClickSure based depending the following weekly Affiliate Payouts.
|Weekly Volume Bracket||Discount Rate|
|$25,000.00 - $44,999.99||1%|
|$45,000.00 - $64,999.99||2%|
|65,000.00 - $84,999.99||3%|
|$100,000.00 and above||5%|
22.3 Cash Prizes awarded to affiliates are charged at a flat 1%
22.4 Void fees are a flat fee of $1 per action.
23. Advertiser Sponsored Adverts, Banners and Newsletters
ClickSure provides the Advertiser Sponsored Adverts, Banners and Newsletters as a free service to our valued Vendors and Affiliates. The contents of all material made available via the Sponsored Adverts Banners and Newsletters are provided solely by the individual Advertiser and not by ClickSure. The Sponsored Adverts, Banners and Newsletters are intended to help Advertisers provide Affiliates with information about their products and promotions. While ClickSure requires Advertisers using the Sponsored Adverts, Banners and Newsletters to present only accurate and reliable information, ClickSure does not independently review or verify information submitted by Advertisers for accuracy, completeness, efficacy, or timeliness. ClickSure does not guarantee, or assume any responsibility or liability for, the accuracy, completeness, efficacy, or timeliness of any such information nor is it responsible for any bonuses, prizes, or other incentives offered by Advertisers. Your use of any information presented by an Advertiser is voluntary, and your reliance is at your own risk.
ClickSure’s publication of any information, statements, or claims via Sponsored Adverts, Banners and Newsletters does not constitute its endorsement of any Advertiser, Product, or incentive.